Bylaws
of Axelera ETS — the Italian-language official text prevails.
Art. 1 — Registered office
The Association is registered in the Municipality of Milan. Changes of address within the Municipality do not constitute amendments to the Bylaws.
Art. 2 — Purpose and institutional activities
The Association pursues, on a not-for-profit basis, civic, solidarity and social-utility objectives by carrying out, as its exclusive or primary activities, the following activities of general interest (cf. Art. 5 CTS):
- organisation, promotion, communication and outreach of informational events on science, technology and the humanities;
- educational, training and project activities directed at its members and, where applicable, in collaboration with external parties;
- representation and participation in academic, institutional, entrepreneurial and diplomatic events.
It may also carry out, on a secondary and instrumental basis, the following additional activities (cf. Art. 6 CTS):
- supporting deserving individuals in their innovation and entrepreneurship projects with material and substantive assistance;
- mentoring, incubation and support for start-up projects in the Association’s areas of interest, and holding equity stakes in such start-ups;
- networking activities;
- advocacy with research offices, bodies and institutions, including government entities, on matters relating to technology, science and digital innovation.
The Association may also raise funds to finance its institutional activities, including by requesting legacies, donations or gratuitous contributions from third parties, through public fundraising, or by providing goods or services of modest value.
Art. 3 — Members
The term “members” refers to natural and legal persons who, sharing the principles set out in these Bylaws, actively and personally collaborate in pursuing the institutional purpose.
Members include the founders of the Association and those subsequently admitted by resolution of the governing body.
Members have equal rights and obligations towards the Association, which is organised on the principles of democratic structure and non-discrimination.
Members are accordingly obliged to comply, promptly, cooperatively and in good faith, with the obligations arising from the Bylaws, Regulations and associative resolutions, including the obligation to contribute to the Association’s economic needs by paying the membership fee periodically set by the Governing Body.
Specific membership categories are defined as follows:
Honorary member — one recognised for merit or for services of particular importance to the Association. No membership fee is due.
Supporting member — one who supports the Association through annual contributions and has applied to be admitted. No membership fee is required for this category.
Active member — one who has applied for membership, whose application has been approved by the Board, and who is current on membership fee payments.
Founding member — one who, current on fee payments, participated in the current renewal of Axelera.
Each member has the right to inspect the Association’s books — membership register, Assembly minutes, Board minutes — by application to the Board, which will allow personal inspection at the registered office, with the right to take copies at the applicant’s expense.
Art. 4 — Volunteers
The Association may use volunteers in carrying out its activities. Volunteers are those who freely choose to work for the Association or its projects, contributing their time and skills personally and gratuitously without direct or indirect profit. Volunteers may be enrolled in a dedicated Volunteer Register.
Art. 5 — Admission of members
Those wishing to join must apply to the Governing Body, stating their personal details and explicitly adhering to these Bylaws. The Governing Body decides on the application by reasoned resolution within 60 days; if admitted, the applicant is entered in the membership register. An applicant whose application is rejected may request, within 60 days, that the Assembly consider the application at its next meeting.
Art. 6 — Withdrawal and exclusion
Membership is for an indefinite term. A member may withdraw at any time by giving the Governing Body reasonable notice by registered letter or other means ensuring proof of receipt.
Withdrawal takes immediate effect; the withdrawing member remains obliged to pay the current year’s fee unless the Board resolves otherwise. No right to the return of amounts paid arises in any case.
A member who has seriously breached the Bylaws or membership obligations may be excluded by a reasoned resolution of the Governing Body; an appeal to the Assembly is always possible. Re-admission is possible once the grounds for exclusion have ceased.
Art. 7 — Bodies of the Association
The bodies of the Association are:
(a) the Assembly of Members
(b) the Governing Body (Board of Directors)
(c) the President, elected by the Board
(d) the Supervisory Body
Art. 8 — Assembly of Members
A) Functions
The Assembly:
- appoints and removes Board members, Supervisory Body members and the Auditor;
- approves the annual financial statements (and the social report);
- deliberates on the liability of the governing bodies;
- deliberates on amendments to the Bylaws;
- approves internal regulations;
- deliberates on dissolution, transformation, merger and demerger;
- deliberates on appeals against Board resolutions rejecting membership applications or excluding a member;
- deliberates on any other matter assigned by law or these Bylaws.
B) Convening
The Assembly is convened by the Governing Body at the registered office or elsewhere, at least once a year within 120 days of the end of the financial year, to approve the financial statements and renew any expired positions.
Notice must reach each member at least 7 days in advance via a means ensuring proof of receipt; in cases of urgent necessity, 48 hours’ notice suffices.
C) Voting rights
All members enrolled for at least 3 months have voting rights. Each member has one vote. A member may be represented by another member via written proxy. One member may hold a maximum of 3 proxies (5 proxies if the Association has 500 or more members).
D) Procedure
The Assembly is chaired by the President (or, failing that, the longest-serving Board member); minutes are kept by a secretary appointed by the Chair. Meetings may be held by audio-video conferencing when the Board so determines, provided that attendance, debate and simultaneous voting can be properly managed and recorded.
E) Majorities
The Assembly is validly constituted with more than half of voting members present, and resolves by majority of those present. In second call, any number of members present is sufficient. Amendments to the Bylaws require 3/4 of members present. Dissolution requires the favourable vote of at least 3/4 of all members.
Art. 9 — Board of Directors
A) Functions
The Board is the management and administrative body of the Association, vested with the broadest powers of ordinary and extraordinary administration. Its responsibilities include: pursuing the institutional purpose; convening the Assembly; admitting and excluding members; drawing up financial statements; issuing regulations; managing assets; setting membership fees; and all acts not expressly reserved to the Assembly.
B) Composition
The Board comprises 3 to 19 members, as determined by the Assembly at the time of appointment. Members serve 3-year terms and are eligible for re-election. Board members must meet requirements of personal integrity, professional competence and independence from conflicting interests. The Board elects the President, and may elect a Vice-President, Secretary-General and Treasurer from among its members.
C) Operation
The Board meets on notice of at least 7 days (48 hours in urgent cases). Meetings may be held by audio-video conference under the same conditions as the Assembly. Resolutions are adopted by majority; the President has a casting vote. Minutes are signed by the President and Secretary.
D) Duties
Board members must participate actively; missing 3 consecutive meetings without justification is deemed resignation. Board members must avoid conflicts of interest and must abstain from voting when such a conflict arises.
Art. 10 — President
The President legally represents the Association vis-à-vis third parties and in court. Elected from within the Board, the President chairs it and oversees the implementation of its resolutions. The term is 3 years; re-election is permitted.
Art. 11 — Supervisory Body
Where required by law or deemed appropriate, the Assembly appoints a Supervisory Body (single or collegiate). It monitors compliance with the law and the Bylaws, sound administrative practices and the adequacy of the organisational structure, and may exercise statutory auditing. Its members may attend Board and Assembly meetings without voting rights. If collegiate, it comprises 3 members, at least one of whom must be a registered statutory auditor; their term is 3 years.
Art. 12 — Statutory audit
Where required by law or deemed appropriate, the Assembly appoints a registered statutory auditor or audit firm. This function may be combined with the Supervisory Body if all its members are registered auditors.
Art. 13 — Assets
A) Composition
The Association’s assets comprise all its property, coming from membership contributions and fees, investment income, grants and donations, fundraising proceeds and budget surpluses. Assets include: (a) an endowment fund of not less than €15,000, required for legal personality; and (b) a management fund comprising all other assets.
B) Function
Assets are dedicated to the institutional activities defined in Art. 2. Distribution of surpluses or reserves to members, employees, directors or other persons is strictly prohibited.
Art. 14 — Financial year and accounts
The financial year runs from 1 January to 31 December. Within 120 days of year-end the Board must submit the annual financial statements to the Assembly for approval. Where required by law, the financial statements and social report are deposited in the National Register of the Third Sector (RUNTS) and published on the website.
Art. 15 — Devolution
In the event of dissolution, residual assets are transferred to other Third Sector Entities identified by a Board resolution, subject to a conforming opinion from the competent RUNTS office (cf. Art. 9 CTS).